Terms and Conditions

PASTURESCOUT TERMS AND CONDITIONS FOR PARTICIPATION

(September 2013)

By participating in land leasing services conducted by PastureScout.com, (“PastureScout”) on its website (“Website”), you are expressly agreeing to the following terms and conditions (“TAC”):

Relationship Between PastureScout and Pasture/Forage Owners or their Representatives

All of the lease offerings available on the Website will be conducted wholly by individual, independent land/forage owners, or agents representing an individual land/forage owner (“Pasture Owners”) over whom PastureScout has no control. With respect to the Pasture Owners, PastureScout and the Website simply facilitate the connection between the Pasture Owners and potential operators/buyers (“Pasture Seeker”). PastureScout does not evaluate the quality of the properties or forage offered by the Pasture Owners or verify the claims made by the Pasture Owners regarding their properties or forage. PastureScout shall not be liable for any damages whatsoever resulting from business conducted by the Pasture Owners using the Website.

The Website is a Venue and PastureScout are Not a Party to any Lease Agreement or other Transaction Between Users of the Website.

We urge all users to be responsible about their use of this Website and any transaction entered into as a result of either listing a property or forage or leasing a property. We do not own or manage, nor can we contract for, any property or forage listed on the Website. PastureScout acts as a venue to allow pasture seekers and pasture owners (collectively the “Users”) who advertise on the Website to offer for lease in a variety of pricing formats, a specific property to potential seekers.

As a result, any part of an actual or potential transaction between a pasture seeker and a pasture owner, including the quality, condition, safety or legality of the properties or forage advertised, the truth or accuracy of the listings (including the content thereof or any property), the ability of pasture seekers to lease a property or purchase forage or the ability to pay for a leased property or purchased forage are solely the responsibility of each user.

Responsibility for applicable laws, rules and regulations: Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Website, their use of any tool, service or product offered on the Website and any transaction they enter into on the Website or in connection with their use of the Website.

Please be aware that, even though we are not a party to any lease or purchase transaction and assume no liability for legal compliance pertaining to properties or forage listed on the Website, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to your listing in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with or disregard such obligation in our sole discretion.

Warnings of Suspicious Activity: While we do take certain measures with a goal to assist users to avoid potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. In the event we do provide warnings or messages to users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm, result or action.

Eligibility

Use of the Website is limited to persons that can lawfully enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Website. Every person who uses the Website hereby represents to PastureScout that he or she is not a minor, is at least eighteen (18) years of age, and may otherwise enter into and form binding contracts under applicable law.

Limited License to Use the Site

Users are granted a limited, revocable, non-exclusive license to access the Website and the content and services provided on the Website solely for the purpose of advertising a property or forage, searching for a property or forage, purchasing or researching (for the purpose of inquiring about purchasing) any of the products or services offered on the Website, participating in an interactive area hosted on the Website or for any other purpose clearly stated on the Website, all in accordance with the TAC.  Any use of the Website that is not for one of these purposes or otherwise in accordance with the TAC or as otherwise authorized by us in writing is expressly prohibited.

Unauthorized Uses of the Site

The license to use the Website only extends to the uses expressly described herein. The license to use the Website granted to users in these TAC does not include any right of collection, aggregation, copying, scraping, duplication, display or derivative use of the Website nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission.

Unauthorized uses of the Website also include, without limitation, those listed below. You agree not to do any of the following, unless otherwise previously authorized by us in writing:

  • Any commercial use, other than by users with a fully paid up membership in good standing (a “valid membership“).
  • Any use of the Website or the tools and services on the Website for the purpose of leasing or soliciting a lease for a property or purchasing forage other than a property or forage listed under a valid membership;
  • Copy, reproduce, upload, post, display, republish, distribute, or transmit any part of the content in any form whatsoever;
  • Reproduce any portion of the Website on your website or otherwise, using any device including, but not limited to, use of a frame or border environment around the Website, or other framing technique to enclose any portion or aspect of the Website, or mirror or replicate any portion of the Website;
  • Deep-link to any portion of the Website without our express written permission;
  • Modify, translate into any language or computer language, or create derivative works from, any content or any part of the Website;
  • Reverse engineer any part of the Website;
  • Sell, offer for sale, transfer, or license any portion of the Website in any form to any third parties;
  • Use any robot, spider, scraper, other automatic device, or manual process to monitor, copy, or keep a database copy of the content or any portion of the Website;
  • Use the Website and its inquiry functionality other than to advertise and/or research lease properties or sell forage, to make legitimate inquiries to our users or any other use expressly authorized on the Website;
  • Use the Website or post or transmit information that is in any way false, fraudulent, or misleading, including making any inquiry under false pretenses, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
  • Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material;
  • Violate, plagiarize or infringe the rights of PastureScout or third parties including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights; or
  • Use or access the Website in any way that, in our sole discretion, adversely affects or could adversely affect the performance or function of the Website or any other system used by us or the Website.

If you are aware of or experience any content, activity or communication through or in connection with the Website that appears to be in violation of the above restrictions, or in violation of any other provision of these TAC, we ask that you please inform us of any such violation by contacting us as set forth under “Contact Us” below. If PastureScout is notified of allegedly infringing, defamatory, damaging, illegal, or offensive content provided by you, PastureScout may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content from the Website. PastureScout may disclose any content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Website; or (iii) to protect the rights or property of you or PastureScout.

Proprietary Rights and Downloading of Information from the Website

The Website and all content and information on the Website are protected by copyright as a collective work and/or compilation, pursuant to applicable U.S. and international copyright laws and conventions and database rights. You agree to abide by any and all copyright notices, information, or restrictions contained in or relating to any content on the Website. Copying, storing or otherwise accessing the Website or any content on the Website for other than for your personal, noncommercial use (other than in accordance with a valid membership) is expressly prohibited without prior written permission from PastureScout.

System Integrity

You may not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any transaction conducted on the Website. You agree that you will not use any device, software, or routine to interfere with the proper working of the Website.

Your E-mail Address and Data; Data Transmittal

When you provide your e-mail address to PastureScout in connection with any service or tool provided on the Website or otherwise, you agree to allow the Website and its affiliated websites to add your e-mail address to our database of users. You may receive one or more promotional e-mails from either the Website or a website affiliates. You are welcome to opt not to receive such promotional e-mails from the Website or such affiliates’ websites at any time. Each user acknowledges and agrees that, regardless of such user’s physical location, we may store and process any data transmitted to the Website from such user at locations both within and outside of the United States.

In the event that you use any of our tools that we may from time to time offer that integrate in any way with a third party website to which you have provided data or information, you acknowledge and agree that such third party website shall be responsible for how the data or information you have provided to such website is handled.

Identity Verification

User verification on the Internet is difficult and we cannot, and do not, assume any responsibility for the confirmation of each user’s purported identity.

We encourage you to communicate directly with a pasture seeker or pasture owner through the tools available on the Website though even this does not assure you of the identity of the person with which you are communicating.

You agree to (i) keep your password and online ID for both your account with PastureScout and your email account secure and strictly confidential, providing it only to authorized users of your accounts, (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person, (iii) notify us immediately and select a new online ID and password if you believe your password for either your account with us or your email account may have become known to an unauthorized person, and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. We discourage you from giving anyone access to your online ID and password for your account with us and your email account. However, if you do give someone your online ID and password, or if you fail to adequately safeguard such information, you are responsible for any and all transactions that the person performs while using your account or your email account, even those transactions that are fraudulent.

EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER PASTURESCOUT NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S PASSWORD; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD FOR YOUR PASTURESCOUT ACCOUNT OR YOUR EMAIL ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH PASTURESCOUT AND OTHER USERS. Further, we may, without notice to you, suspend or cancel your listing at any time even without receiving notice from you if we suspect, in our sole discretion, that your account with us or your email account is being used in an unauthorized or fraudulent manner.

Limitations on Communications and Use of Other Users’ Information; No Spam

You agree that, with respect to other users’ personal information that you obtain directly or indirectly from or through the Website or through any Website-related communication, transaction or software, we have granted to you a license to use such information only for: (a) Website-related communications that are not unsolicited commercial messages, (b) using services offered through the Website, and (c) inquiring about or otherwise facilitating a financial transaction between you and the other user related to the purpose of the Website. Any other purpose will require express permission from the user. You may not use any such information for any unlawful purpose or with any unlawful intent.

In addition, under no circumstances, except as defined in this provision, may you disclose personal information about another user to any third party without both our consent and the consent of the other user. You agree that other users may use your personal information to communicate with you in accordance with this provision. Further, you agree that you will protect other users’ personal information with the same degree of care that you protect your own confidential information (using at minimum a reasonable standard of care), and you assume all liability for the misuse, loss, or unauthorized transfer of such information.

We do not tolerate spam or unsolicited commercial electronic communications of any kind. Therefore, without limiting the foregoing, you are not licensed to add a Website user, even a user who has leased property from you or to you, to your mailing list (email or physical mail) without the user’s express consent. You may not use any tool or service on the Website to send spam or unsolicited commercial electronic communications of any kind or in any other way that would violate these TAC. You are responsible for all content you provide to the Website or through any tool or service provided on the Website.

Responsibility for Property Listings, Other User contributed Content; Participation in Interactive Forums.

We have no duty to pre-screen content posted on the Website by users, whether directly contributed by the user or contributed by us or a third party on behalf of the user (including, without limitation, property or forage listings, participation in an interactive community, forum or blog (each an “Interactive Forum“) or any other content provided by a user to the Website), (collectively, “user contributed content“). We are not responsible for user contributed content. “User contributed content” also includes information that a user provided to a third party website which is then provided to our Website by a tool we offer.

We reserve the right to decline to permit the posting on the Website of, or to remove from the Website, any user contributed content that fails to meet our guidelines posted on a Website or if it otherwise violates these TAC, each as determined in our discretion. We may also remove user contributed content if it is brought to our attention, such as by notice given to us by a user or any third party that any part of these TAC, or any other requirements governing the posting of such content, has/have been apparently breached in respect of such content, as determined in our consent. Finally, we reserve the right (but do not assume the obligation) to edit a member’s content or user contributed content in a non-substantive manner solely to cause the content to comply with our content guidelines or formatting requirements.

At a minimum, user contributed content must not:

  • Infringe anyone’s rights, violate the law or otherwise be inappropriate;
  • Include personal information that can be used to identify or contact any person;
  • Include promotional content that would promote other websites, businesses, services or products unaffiliated with this Website without our express permission;
  • Be obscene, abusive, discriminatory or illegal content; or
  • Be false or misleading.

Property Listings: All property or forage listings on the Website are the sole responsibility of the user (who may be the owner or a property manager or duly authorized property manager or agent of the owner) and we specifically disclaim any and all liability arising from the alleged accuracy of the listings or any alleged breaches of contract on a user’s part. Users are solely responsible for keeping their property or forage information up-to-date on the Website, including, but not limited to any and all representations about any property or forage, its features, and its availability for a specific date or range of dates. We do not represent or warrant that any of the copy, content, or availability information published on the Website is accurate or up-to-date. We may from time to time provide or facilitate services to users to create or improve the quality of their property or forage listings. However, we assume no responsibility to verify property or forage listings. Users are solely responsible for ensuring the accuracy of any property or forage descriptions, and for verifying the accuracy of such descriptions.

Responsibility for All Other User Contributed Content: All other user contributed content is the sole responsibility of the user who contributed such content, whether such user contributed the content directly or through a third party website. Users are solely responsible for their user contributed content and we specifically disclaim all liability for user contributed content.

The user represents and warrants that the user owns or otherwise controls and have all legal rights to the user’s submission and the name or other identifier used in connection with such submission including, but not limited to, all the rights necessary to provide, post, upload, input or submit the user contributed content. We reserve the right to request a proof of ownership or permission, and to refuse to post user generated content without such proof or if such proof is, in our sole discretion, insufficient.

License and Rights Granted to Us: By submitting or authorizing user contributed content, you grant to us and our affiliates a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any of your user contributed content, in connection with our business or the business of our affiliates. Notwithstanding the foregoing, following the termination or expiration of a property or forage listing subscription, we will not continue to display the user contributed content that was displayed in such listing.

You further grant us and our affiliates the ability to copyright and protect the user contributed content, including the images, copy, and content available via any member’s listing, from the unauthorized use by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to file suit to seek injunctive relief to protect such material. You further agree to assist us-at our expense and control-to protect such copyrighted material from unauthorized redistribution.

You agree that we may sublicense all the rights granted to us under these TAC to one or more third parties we may contract with to display all or part of the member’s property or forage listing or otherwise provide promotional or other services related to our business.

Further, each member agrees that we may reproduce in whole or in part any photographic material supplied by such member in the promotion of either such member’s property/forage or the promotion of the Website.

In the event that it is determined that you retain any rights of attribution, integrity or any other moral rights in any user contributed content, you hereby declare that you do not require that any personally identifying information be used in connection with the user contributed content or any derivative works thereof and that you have no objection to the publication, use, modification, deletion or exploitation of the user contributed content by us or our affiliates.

Privacy Policy: We adhere to strong principles of privacy and user contributed content may be disclosed only as provided in these TAC.

Unsolicited Ideas and Feedback

Unsolicited Ideas: From time to time, users submit to us ideas or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names. We are under no obligation to review or consider them. If you choose to submit any ideas, original creative artwork, suggestions or other works (“submissions“) in any form to PastureScout, then regardless of what you say, write or provide to us in connection with your submissions, the following terms shall apply. The sole purpose of this policy is to avoid potential misunderstandings or disputes in the event that any part of our business, such as our products, websites, technologies or marketing strategies, seem similar to any of your submissions. If you provide any submissions to PastureScout, you agree that: (1) your submission and its contents will automatically become the property of PastureScout, without any compensation to you; (2) PastureScout may use or redistribute any such submission and its contents for any purpose and in any way; (3) there is no obligation for PastureScout to review any submission; and (4) there is no obligation to keep any submission confidential.

Feedback on our Business: We welcome your feedback regarding many areas of our business. If you want to send us your feedback, we simply request that you send it to us using the links under “Contact Us” or “Feedback”. Please provide only specific feedback on our website and services. Keep in mind that we assume no obligation to keep any feedback you provide confidential and we reserve the right to use or disclose such information in any manner. To provide feedback, you can contact us as provided under “Contact Us” or “Feedback”.

Software Available on the Site

The Website is controlled and operated by PastureScout or an affiliate of PastureScout in the United States. Software available on the Website (the “Software”) is subject to United States export controls. No Software available on the Website may be downloaded or otherwise exported or re-exported.

All Software is the copyrighted work of PastureScout, an affiliate of PastureScout or an identified third party. Your use of such Software is governed by these TAC and the terms of any additional license agreement that accompanies or is included with such Software. If the Software is not accompanied by an additional license agreement, we hereby grant you a limited, personal, nontransferable license to use the Software for viewing and using this Website in accordance with these TAC and for no other purpose.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TAC OF THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. COPYING OR REPRODUCING ANY SOFTWARE AVAILABLE ON THIS WEBSITE IS EXPRESSLY PROHIBITED, EXCEPT AS SPECIFICALLY PROVIDED FOR IN A LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

Finality of All Sales

Unless otherwise stated by a Pasture Owner in a lease or sale offering, placing a bid or proposal is a legally binding obligation and all sales are final.  Unless otherwise stated by a Pasture Owner in a lease or sale offering, there are no returns or exchanges. All properties are leased or sold as they are where they are, despite any faults, imperfections, omissions, or errors in the written descriptions, photographs, or maps. Due diligence in verifying the condition and description of a property or forage is the sole responsibility of the Pasture Seeker prior to placing any bid or proposal on the Website.

Third Party Content, Sites and Services

The Website may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of PastureScout, including but not limited to websites, directories, servers, networks, systems, information, databases, applications, software, programs, and products or services. Your interactions with organizations and/or individuals found on or through the Website, including payment and delivery of goods or services and any other terms, conditions, warranties or representations associated with such dealings, exist solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.  PastureScout shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on the Website, or between users and any third party, you understand and agree that PastureScout is under no obligation to become involved. In the event that you have a dispute with one or more users, you hereby release PastureScout, its officers, employees, agents and successors from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.

Termination of Service

If PastureScout believes or holds evidence that you have acted inconsistently with the letter or spirit of the TAC, PastureScout, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to the Website immediately and without notice.  Further, you agree that PastureScout shall not be liable to you or any third-party for any termination of your access to the Website.

Applicable Law

By visiting the Website, you agree that the laws of the State of Texas, without regard to principles of conflict of laws, will govern the TAC and any dispute of any sort that might arise between you and PastureScout.

Disclaimer of Warranties

YOU AGREE THAT USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK.  UNLESS SPECIFIED OTHERWISE BY PASTURESCOUT IN WRITING, THE WEBSITE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND WITH RESPECT TO LEASE OR SALE OFFERINGS.  UNLESS SPECIFIED OTHERWISE BY PASTURESCOUT IN WRITING, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, PASTURESCOUT DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE USE OF THE WEBSITE.

YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR USER CONTRIBUTED CONTENT MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS OR USER CONTRIBUTED CONTENT TO US AND BY POSTING INFORMATION ON THE SITE, INCLUDING PROPERTY OR FORAGEW LISTINGS, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THESE TERMS.

YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD OR SEEK TO HOLD PASTURESCOUT OR ANY THIRD PARTY PROVIDER RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY LEASE TRANSACTION OR OTHER TRANSACTION BETWEEN USERS OF THE WEBSITE. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE (OTHER THAN PURSUANT TO ANY GUARANTEE THE MAY BE OFFERED ON THE WEBSITE) THE SAFETY OF ANY TRANSACTION, PROPERTY OR THE TRUTH OR ACCURACY OF ANY LISTING OR OTHER CONTENT PROVIDED ON THE WEBSITE.

Limitations of Liability

PASTURESCOUT SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE WEBSITE, FROM INABILITY TO USE THE WEBSITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THEWEBSITE.

Release; Indemnification

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER CONTRIBUTED CONTENT) OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE WEBSITE, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE EACH MEMBER OF THE PASTURESCOUT, EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HI S SETTLEMENT WITH THE DEBTOR.”

YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD EACH MEMBER OF PASTURESCOUT (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT ON THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF YOUR ACCOUNT TO THE WEBSITE, ANY USE OF ANY TOOL OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, ANY USE OF A TOOL OR SERVICE OFFERED BY PASTURESCOUT THAT INTERACTS WITH A THIRD PARTY WEBSITE, OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT.

Arbitration

YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE TAC OR THE WEBSITE SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN KLEBERG COUNTY, TEXAS, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR PASTURESCOUT MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN KLEBERG COUNTY, TEXAS, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR PASTURESCOUT PENDING THE COMPLETION OF ARBITRATION.  YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THE TAC.

General

Changes to the Site or these Terms and Conditions: We may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website features, database, or content. We may also impose limits on certain features or services or restrict your access to parts or the entire Website without notice or liability.

We reserve the right, in our sole discretion, to amend these TAC, in whole or in part, at any time, with or without your consent and you acknowledge and agree that your consent to any such amendment is not required in the event the proposed amendment is clerical and/or non-substantive in nature. Notification of any amendment will be posted on the Website by the indication of the last amendment date at the top of these TAC and will be effective immediately.

We also reserve the right, in our sole discretion and from time to time, to offer programs, products or services with unique terms and conditions that are separate from and may supersede or supplement in certain respects these TAC. In such cases, your use of the Website with respect to such special program is governed by the TAC of such program, product or service.

Membership, advertising rates, and technology fees are set at the time of a user membership or renewal, as applicable. Such rates are subject to change without notice or approval. The rates in effect at the time of the user’s next membership renewal, new listing or a user’s upgrade or any other additional or new order of any product or service will govern for such renewal or other order.

The types of products and services (including the features, terms and operation thereof) offered at the time of a user’s membership are subject to change without notice or approval. We further reserve the right to offer additional products, services or features for purchase at any time.

Your Record of These Terms: We do not separately file the TAC entered into by each user of the Website. Please make a copy of these TAC for your records by printing and/or saving a downloaded copy of the TAC on your personal computer.

Enforcement of These Terms: We may immediately terminate any user’s access to or use of the Website due to such user’s breach of these TAC or any other unauthorized use of the Website. However, we do not guarantee that we will take action against all breaches of these TAC. Our failure to take immediate action with respect to a breach by you or others does not waive our right to act with respect to such breach or any other breach. Any action or inaction by us in response to any breach of these TAC does not limit our rights with respect to actions we may take in response to any other similar or different type of breach.

Entire Agreement, Headings and Severability: These TAC constitutes the entire agreement between PastureScout and you with respect to the matters set forth herein, and supersede any prior agreement between PastureScout and you with respect to your use of the Website. Headings in these TAC are for reference only and do not limit the scope or extent of such section. If any portion of these TAC is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of these TAC shall remain in full force and effect. Further, any provision of these TAC held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Lease Agreement: By utilizing our pasture lease template, the Pasture Seeker and Pasture Owner each agree to the TAC set forth in the lease agreement (including without limitation the cancellation refund policy) effective as of the date that the pasture seeker indicates acceptance of the pasture lease agreement. You hereby acknowledge and agree that (a) you are fully responsible for the TAC of the lease agreement, (b) any lease agreement used, whether a sample provided by the Website or a lease agreement copied and pasted in by either party, is used solely at their own risk and expense, (c) nothing contained in this Website, this Agreement, or any sample lease agreement is a substitute for the advice of an attorney, and (d) that you have been hereby advised to obtain local legal counsel to prepare, review and revise as necessary any lease agreements to ensure compliance with federal, state, and local law and their particular circumstances, and to revise the lease agreement as necessary to accurately represent their property, rules, features, etc.

Accuracy of Information; Representations

Each user represents and covenants that all information submitted to PastureScout and to the Website during such user’s registration with the Website shall be true and correct. Each user further agrees to promptly provide notice to the Website by contacting us as provided above under “Contact Us” regarding any updates to any such contact information previously submitted by such user to the Website. Each user agrees to promptly provide such proof of personal identification, proof of ownership of the property listed on the Website, and proof of authority to list the property as we may request. Each member further represents and covenants that: (i) it owns and/or has all necessary rights and authority to offer for lease or sale and to lease the property or sell the forage listed by such user; (ii) it will not wrongfully withhold a lease deposit in breach of the underlying lease agreement; (iii) that it will accurately describe the subject property and will not fail to disclose information about, a property; (iv) that it will not wrongfully deny access to the listed property. Upon our request, each user agrees to promptly provide to PastureScout such proof of personal identification, proof that the condition, location, or features associated with the property are accurately described in the listing, proof of ownership of the property listed on the Website, and/or proof of authority to list the property as we may request.

Content, Layout and Copy

All content and copy edits submitted by users are subject to review and approval by PastureScout in our sole discretion. We reserve the right to refuse to publish any content that we determine, in our sole discretion, do not meet these TAC or are otherwise unacceptable to PastureScout. However, we assume no duty to review content and we shall not have any liability for any loss or damage resulting from the design or positioning of the copy, properties, content and/or photographs or any change made to any content, photograph or copy submitted by any user. All content must meet these TAC.  We reserve the right to edit content submitted to the Website in a non-substantive manner solely to cause the content to comply with our content guidelines or formatting requirements. Users are responsible for reviewing and ensuring that any content displayed on the Website appears as the user intended.

Uses of Our Trademarks or Logos

There are limited ways in which you may use our trademarks or logos without specific prior written authorization. The following are general guidelines: It is usually permissible for you to refer to PastureScout in a descriptive manner in your listing on the Website or in other permissible communications. For example, you might say “Check out my pasture lease on PastureScout,” or “I list properties on PastureScout.” However, you may not refer to PastureScout or any of our affiliates in any way that might lead someone to believe that your company or site is sponsored by, affiliated with, or endorsed by PastureScout or one of our affiliates. For example, you may not say “PastureScout sponsors my pasture lease,” or describe your property as “PastureScout’s best pasture lease.” You may not use the PastureScout name or one of our affiliates’ names on any other website that lists pasture leases without our prior written authorization.

The PastureScout name and logo and those of our affiliates are registered trademarks in the United States and other jurisdictions around the world. We generally do not permit the use of our names and logos, other than as described above or with our prior written authorization.

Substitution of Properties; Advertising More Than One Property; Property Managers

The property or forage in an advertisement may not be substituted for another property or forage without our consent. We may approve a request if the property or forage that was listed was sold or the user provides sufficient proof thereof and completes any additional request forms we may request. The term of the membership for any substituted property or forage shall be the same as the term of the originally listed property (i.e., the term will not be extended past the original term).

If a user submits changes to an existing listing that, if approved, would substantially alter the listing to make it that of another property, then we have the right to terminate the listing and may choose, in our sole discretion, to retain any fees associated with the term of the previously existing listing as compensation for the violation of this condition.

Only one property or forage can appear on each advertisement. We reserve the right to amend the copy or remove any advertisement when more than one property or forage is described in such advertisement, and may choose, in our sole discretion to retain any fees associated with the initial term of such non-conforming listing as compensation for the violation of this condition.

Unauthorized Payment Methods; Membership Payments

Payments between users: We are not a party to any payment transaction between users. No user may request cash, or utilize any instant-cash wire transfer service such as Western Union or Money Gram in payment for all or part of a property lease transaction. Any violation of this term or any other unacceptable payment methods that may be posted on the Website may result in the immediate removal of the non-conforming listing from the Website without notice to the member and without refund.

Payments for auction or bidding: Payment for auction or bidding must be made to us in U.S. Dollars paid either by major credit or debit card.

Refund Requests and Termination or Transfer of Listings

Refund Requests: Generally, no refunds are available unless a user qualifies for a refund under any guarantee program we may have in effect. If you believe you qualify for a refund under a guarantee we are offering, you may contact customer support by sending your request to the address listed under “Contact Us” and include your reason for dissatisfaction. We will then determine, in accordance with the applicable guarantee program, whether any refund is due.

Refund Requests for Listings Not Completed: In the event you purchase a auction for a listing but do not complete the creation of the listing or the listing does not get posted after purchase for any other reason, refund requests will be considered only during the first three (3) months following the purchase date.

If you renew your auction, your listing will remain online for the entire auction period without refund. If you sell your property or forage and no longer wish for the listing to remain online, please contact us and we can remove the listing; however, no refund will be owed.

Our Right to Terminate a Listing: If, in our sole discretion, any user submits unsuitable material to our Website or into our database misuses the Website or our online system or is in material breach of these TAC, we reserve the right to terminate such user’s membership immediately without refund. In addition, if we become aware of or receive a complaint or a series of complaints from any user or other third party regarding a user’s listing or leasing practices that, in our sole discretion, warrants the immediate removal of such user’s listing from the Website, then we may immediately terminate such user’s membership without notice to the user and without refund. We assume no duty to investigate complaints. Finally, if any user is abusive or offensive to any employee or representative of the PastureScout, we reserve the right to terminate such user’s membership immediately without refund. Finally, if any user is in breach of these TAC or its obligations to PastureScout then we may terminate such user’s membership immediately without notice to the user and without refund.

Transfer of Listing: No listing may be transferred to another party. In the event of a property sale, PastureScout will provide guidance to the user regarding options for creating a new listing.

AS A PASTURE OWNER, YOU MUST AGREE THAT:

  • There is no current lease on the property. Either there is no previous lease, or the previous lease has been cancelled and verification provided to PastureScout by request.
  • There are no outstanding bills or liens on the property or forage that would affect the sale or tenant during the leasing period.
  • If there are other owners of the property, you assure PastureScout that you have the legal authority to act on their behalf.
  • Once a property is active for “Auction” leasing or sale, it cannot be withdrawn. Only under extenuating circumstances and with payment of the fees that would have been incurred if the sale or leasing process had continued, will PastureScout cancel a sale or lease offering. Pasture Owners agree to provide the name and terms of any sale or lease not negotiated through PastureScout once the property has been offered on this Website.
  • Fees for offering your property for sale or lease may include either or both of the following: (1) if “Classified” is chosen you agree to pay any fees for offering your property as assigned by PastureScout at the time and in the manner designated by PastureScout; and/ or (2) if “Auction” is chosen you agree to pay a technology fee for utilizing our pasture bidding software.
  • Assuming the minimum bid selected by the Pasture Owner is reached, one of the Pasture Seeker bids must be selected by the Pasture Owner as the winning bid.
  • Discrimination based upon race, sex, creed, color, religion, or origin of birth is prohibited by anyone using PastureScout.

AS A PASTURE SEEKER, YOU MUST AGREE THAT:

  • You assure PastureScout and Pasture Owners that you have the financial and managerial ability to comply with the sale or lease terms, as you will be held responsible under penalty of law.
  • If you become interested in placing a bid on a property, you agree to pay any fees assigned by PastureScout at the time and in the manner designated by PastureScout. During this period you may submit an unlimited number of bids on an unlimited number of properties.
  • Discrimination based upon race, sex, creed, color, religion, or origin of birth is prohibited by anyone using PastureScout.